TRANSACTION ADVISORS

Profile
1. About Us 1

2. Our Service Offerings 2

Acquisition & Hive-offs 3

Inbound & Outbound Structuring 4-5

Valuations & Due-Diligence 6-7

Transaction Structuring 8-9

Other Structuring Avenues 10

Funding 8-9 11
1. About Us
AMinds Advisors Private Limited specializes in the fields of Mergers & Acquisition, Valuations,
Due Diligence, Pre-fund raising Structuring, Financial Re-structuring, Regulatory, Private
Equity and other funding opportunities
Our guiding philosophy

“To carry out every professional

assignment effectively and efficiently,
while upholding the virtues of
independence and integrity, without
compromising on the creativity and
quality of work, so as to provide utmost
satisfaction to our clients ”

1
2. Our Offerings – Transaction Advisory Services

Acquisitions Financial Re- Pre - Fund

and Hive Offs structuring Raising
Structuring

Inbound Due Diligence Other

Structuring Structuring
Avenues

Outbond Funding -
Structuring Valuations Private Equity

2
Acquisitions and Hive-offs

Acquisitions and Hive Offs of business can be by various modes

Direct & Indirect Taxes

FEMA & SEBI
Stamp Duty & Accounting
Other Regulatory &
Commercial considerations
Our role in such transactions involve :
§ Strategizing, identifying targets, evaluation,
negotiation, due diligence and post-deal integration
§ Advising on structuring the transaction which also
includes optimizing the tax cost and ensuring its
compliance with regulatory.
§ Undertaking implementation of the transaction (i.e.
scheme of arrangement under section 391-394 of
Companies Act, preparation of legal documents, etc.)
3
Inbound Structuring

Investment in India involves consideration of various laws

Our role in such transactions involves :

§ Advising on various options available to the foreign investor for
investing in India, considering the imperatives of both Holding &
Funding Structure
§ Undertaking implementation of the structure after finalization of
the one (including setting up and operationalising of the
companies in overseas jurisdiction, incorporation of the company
in India, obtaining relevant registrations under various laws, etc.)

With the insertion of “Limitation of benefits” clause in the

Singapore treaty, various judicial precedents
(including the famous Vodafone case) on the issue, possibility of
Mauritius tax treaty re-negotiation and regulations proposed in the new
Direct Tax code, Inbound structuring has acquired a whole new dimension.

4
Outbound Structuring

Investment out of India also involves both Holding and Funding considerations. Our role includes the following:

§ Choice of entity format for overseas operations

§ Developing hybrid entities and hybrid financial structures and exploring cross-border tax arbitrage and
leverage opportunities through the use of such entities and instruments
§ Structures for holding intangibles and IPRs
§ Foreign tax credit efficiency
§ Structuring options and choice of alternative jurisdictions for locating a holding company from profit
repatriation and exit efficiency perspectives
§ Structuring the acquisition either through asset purchase or share purchase from a tax-efficiency
perspective
§ Structuring of agreement in case of overseas Joint Venture

Introduction of Controlled Foreign Companies (CFC) regime in the New Direct Tax Code would
change the entire facet of Outbound structuring

5
Valuations We specialize in the area of offering business valuation
services for all possible situations

Valuation is neither a pure Art nor a pure Science but a perfect combination of both.

Valuation of a business is always a complex exercise. A company can need valuation for number of reasons:

✓ 1 Financial Reporting
✓ 2 Regulatory Compliances
✓ 3 Mergers & Acquisitions
✓ 4 Sale or Purchase of Stakes
✓ 5 Equity Infusion
✓ 6 Project Financing

Valuation methodologies typically include following approaches

§ Cost based – Book value, Market Value, Replacement value method
§ Income based – Earning Capitalization or Discounted Cash flow method
§ Market based – Market price or Comparable transaction method 6
Due Diligence

Effective Due Diligence depends on identifying and managing significant transaction issues, anticipating and
identifying potentially important risk and negotiation issues.
We provide complete set of due diligence services
Financial Due Diligence

Provides peace of mind to both corporate and financial buyers, by analyzing and validating
1 all the financial, commercial, operational and strategic assumptions being made

Tax Due Diligence

When companies acquire a business, dispose of a non-core business or go into a merger, they
2
need to manage the tax risk by means of a tax due diligence

Legal Due Diligence

In an M&A process, any responsible management will require a comprehensive assessment
3 of the possible legal risks related to the corporate status, assets, contracts, securities,
intellectual property etc. of the target company concerned

7
 Financial Re-structuring

Balance Sheet
Rationalisation For companies, their lenders,
shareholders or other stakeholders in
businesses facing financial under-performance
or crisis, we deliver restructuring solutions and
help build a platform for recovery

Improving
Dividend paying
There could be some objectives which the
capacity
management would wish to achieve. We
help in advising on re-structuring
opportunities and the value that the
management can derive

8
Pre-Fund Raising Structuring

Acquisitions and Hive -offs of businesses can be by various modes

Fund Raising
Before raising funds from the investor, appropriate
structuring not only incites investor interests but also
help in reaping high valuations. Various structuring Pre – IPO JV
options are as below : Structuring Structuring

Remove Multi-Layered Structures

Clean Balance sheets
De-linking Unrelated Businesses
Leads to Improved Valuation
Consolidation of Related Businesses &
Attracts Investors Interest
Corporatisation
Monetizing of Assets
Tax Efficient Structures
9
 Other Structuring Avenues
Realm of our services even surpasses M&A, Valuations, Due-diligence, etc. and covers any transaction which
involves tax and regulatory implications which in turn can be structured for tax optimization

1 Employee Stock Options / Sweat equity

EXAMPLES

2 Setting up units in SEZs or STPIs for receiving concessions / exemptions & issues arising thereon

3 Corporatization in Non-Profit sector

4 Tax & Regulatory in Cross-border transactions

5 Structuring of Supply chain of companies

We advise on various laws that would impact the India operations and help the investor in arriving
at the estimated tax cost. The new Direct Tax code, Goods and Service Tax and Companies Bill are
going to hit the shores. We can assist in impact analysis and re-engineering the supply chains of
business
10
Funding

Desire to make normal and potentially

supernormal returns, driven by strong growth
across industries is attracting private capital in
billions of dollars into India. Our knowledge and
experience in identifying “right” capital for our
clients across products allows us to address all our
clients’ capital needs. Our products range from:

Private Equity QIP issue AIM Listing Venture Capital

Legal
Documenta 5
tions 4
Structuring Valuations
3 Seeking Funding &
2 Investor Exit
1 Interest Planning
11
 ©Copyright AMinds Advisors Private Limited , All rights reserved

AMinds Advisors Private Limited

Registered Office:
A-371, Defence Colony,
New Delhi –110024
Tel: +91-11-4980-0000
Fax: 91-11-4980-0029
Email: info@amindsadvisors.com

We believe in building long lasting relationships

www.ami ndsadv isor s.com

Profile